|
1. Intellectual Property Rights:
|
Subscriber acknowledges, agrees and confirms that DirectFN and the Information
Provider/s have Intellectual Proprietary Rights in certain trademarks,
service marks, trade names, corporate names and in the Information that
originates on or derives from markets regulated or operated by the Information
Provider/s which constitute to be Intellectual Property of the DirectFN
or Information Provider/s. Subscriber agrees not to use such Intellectual
Property in any way, which would infringe the rights of DirectFN and
the Information Provider/s. Subscriber agrees not to alter, remove, or
obscure any copyright notices or other proprietary notices as furnished
by DirectFN or to use in any manner Direct FN’s or Information Provider’s
trademarks or service marks. |
|
|
|
2.Software Ownership
|
DirectFN hereby grants and Subscriber hereby accepts a limited and restricted
license for the Software and the supplied documentation (the "Documentation")
for personal use, on a non- exclusive, non-assignable and non-transferable
basis. The Software is proprietary to DirectFN or its Affiliate/s. Subscriber's
receipt of the Services does not constitute a sale of the Software. The
rights and interests in the Intellectual Property and/or the Software
rest with DirectFN. Subscriber agrees not to alter, decompile, or disassemble
or reverse engineer or otherwise determine or attempt to determine source
code or the executable code of the Software or create any derivative
works based upon the Software, or authorize any third party to do so;
rent, lease, distribute, or resell the Software, or attempt to do any
of the foregoing. Subscriber shall not obfuscate, remove or alter any
of the logos, trademarks, internet links, patent or copyright notices,
confidentiality or proprietary legends or other notices or markings that
are on or in the Software or the related Documentation. As licensee,
Subscriber owns the media on which the Software is originally or subsequently
recorded, but none of the content placed thereon. The license granted
herein is limited to the tenure of these EUTCs and shall automatically
be revoked on the expiry of the Term or its earlier determination whichever
is earlier. |
|
|
|
3. Password Policy:
|
3.1 |
DirectFN shall provide the Subscriber with applicable password/s and account
designation/s to use in connection with the Service. Subscriber is entirely
responsible for maintaining the confidentiality of the passwords and
account. Subscriber shall immediately notify DirectFN of any unauthorized
use of password/s and/or account designation/s or any other breach of
security. Subscriber is entirely responsible for any and all activities
that occur in Subscriber’s account. The Subscriber shall exit from the
account, at the end of each session. Each password shall be used by one
Subscriber only. |
|
|
|
|
|
|
3.2 |
Subscriber shall notify DirectFN immediately of any unauthorized use of the
account or password or any other breach of security. DirectFN will not
be liable for any loss or damage arising from Subscriber failure to comply
with these requirements. |
|
|
|
|
|
|
3.3 |
Subscriber hereby undertakes and confirms Subscriber’s adherence and unconditional
support to the following anti-piracy policy pertaining to the Software:- |
|
|
a. |
Subscriber shall not make or use unauthorized copies of the Software under
any circumstances and will comply with the license regulating the use
of the Software. |
|
|
b. |
Subscriber shall not engage directly or indirectly in the manufacture, distribution,
supply or use of counterfeit, pirated or unlicensed software. |
|
|
c. |
Subscriber shall report forthwith, when it comes to its knowledge or it suspects
any counterfeit, piracy, infringement of intellectual property rights
pertaining to the Software and the Services, and unconditionally provide
oral or documentary evidence, proof, and/or testimony in its possession
about the piracy or infringement of the Intellectual Property Rights. |
|
|
|
4.Authorized Use of Information:
|
4.1 |
Subscriber is authorized to receive and use the Information solely in accordance
with these EUTCs. Any other use of the Information by Subscriber, including,
but not limited to, retransmission or reprocessing, in whole or in part,
is prohibited. |
|
|
4.2 |
In the event Subscriber is an organization, the Information is to be used
solely for the internal use of such organisation and its employees and
not for redistribution to any other person or entity. For the avoidance
of doubt ‘internal use’ shall include use by third parties with whom
Subscriber share but to whom Subscriber does not sell or beneficially
provide the Information, provided that the usage by such third parties
constitutes an integral and inseparable part of business of Subscriber.
|
|
|
4.3 |
Subscriber further agrees not to use or permit anyone to use the Information
for any unlawful purpose. |
|
|
4.4 |
Subscriber agrees that Subscriber’s arrangement with DirectFN for receipt
of the Information is subject to immediate suspension or termination,
without notice, in the event that the agreement between DirectFN and
Information Provider is suspended or terminated for any reason, whatsoever. |
|
|
4.5 |
Subscriber agrees, when required by DirectFN, to make application to and
receive written approval for the receipt of the Information prior to
using the Services and agrees to comply with any conditions, restrictions
or limitations imposed by DirectFN on its own or on the instructions
of the Information Provider, including paying all such fees or charges. |
|
|
|
|
5.Subscription Fees:
|
The Subscription Fees currently charged is for the Services and other financial content and
may be amended by DirectFN from time to time without notice. The Subscription Fees is
payable monthly, quarterly, half-yearly or annually in advance subject to such levies,
taxes, fees and duties that shall be payable by Subscriber, to DirectFN or the Stock
Exchange or any other authority as the case may be. This Subscription Fee is non-refundable.
DirectFN reserves the right to recover any outstanding Subscription Fees due and payable
by Subscriber through legal recourse. |
|
|
|
|
|
|
6. Information from Subscribers:
|
All Information provided to Subscriber pursuant to these EUTCs are being provided at the
request of Subscriber. DirectFN shall request in writing any additional information from
the Subscriber required by any Information Provider/s or their auditors. Failure to promptly
provide the requested information shall result in immediate suspension of access to the
Services until such time the request is complied with. |
|
|
|
|
|
|
7. Confidentiality:
|
By reason of the relationship hereunder, Subscriber shall have access to
certain information and materials concerning the Software, that are confidential
and of substantial value to DirectFN, which value would be impaired if
such information were disclosed to third parties ("Confidential Information").
Confidential Information of DirectFN shall include, without limitation,
information specifically designated as confidential, the features and
functions of the Services that are not available to the general public
via the public internet (including screen shots of the same), future
product plans, any documentation or specifications provided to Subscriber,
the commercial terms (including pricing) of these EUTCs but not the mere
existence of these EUTCs, any order form/s, statements of work, schedules,
addenda or amendments to these EUTCs, performance and security test results,
and any other proprietary, financial or business information supplied
to Subscriber by DirectFN. Subscriber agrees that it will not and will
ensure that its employees, agents and contractors will not make use of
(except in furtherance of these EUTCs), disseminate, or in any way disclose
any Confidential Information of the DirectFN to any person, firm or business,
except for any purpose DirectFN may hereafter authorize in writing. Subscriber
will treat all Confidential Information with the same degree of care
as it accords to its own Confidential Information, and shall exercise
reasonable care to protect its own Confidential Information. Notwithstanding
the foregoing, "Confidential Information" shall not include: |
|
|
a. |
Information previously known to Subscriber without reference to Confidential
Information, |
|
b. |
Information which is or becomes publicly known through no act or omission
of Subscriber, |
|
c. |
Information which has been independently developed by Subscriber without
reference to DirectFN's Confidential Information, |
|
d. |
Information received from a third party under no confidentiality obligation
with respect to the Confidential Information, |
|
|
|
|
|
|
|
|
8.Indemnity:
|
8.1. |
DirectFN shall, at its expense, defend or at its option, settle any claim,
action or allegation brought against Subscriber, that the Software or
any deliverable infringes any valid copyright, patent, trade secret,
or any other proprietary right of any third party and shall pay any final
judgments awarded or settlements entered into; provided that Subscriber
gives prompt written notice to DirectFN of any such claim, action or
allegation of infringement and gives DirectFN the authority to proceed
as contemplated herein. DirectFN will have the exclusive right to defend
any such claim, action or allegation and make settlements thereof at
its own discretion, and Subscriber shall not settle or compromise such
claim, action or allegation, except with prior written consent of DirectFN.
Subscriber shall give such assistance and information as DirectFN may
reasonably require in settling or opposing, such claims. In the event
any infringement claim, action or allegation is brought or threatened,
DirectFN may, at its sole option and expense (i) procure for Subscriber
the right to continue use of the Software or infringing part thereof;
or (b) modify or amend the Software or infringing part thereof; or (c)
replace the Software or infringing part thereof with other software having
substantially the same or better capabilities; or (d) terminate these
EUTCs and refund to Subscriber the prorated amount of the fees prepaid
by Subscriber that were to apply to the remainder of the unexpired term,
as calculated from the termination date through the remainder of the
unexpired term. The foregoing obligations will not apply to the extent
the infringement arises as a result of: (a) any use of the Software in
a manner other than as specified in these EUTCs; (b) any use of the Software
in combination with other products, equipment, devices, software, systems
or data not supplied by DirectFN to the extent such claim is directed
against such combination; or (c) any alteration, modification or customization
of the Software made by any party other than DirectFN or DirectFN's authorized
representative if such infringement would not have occurred without such
modification or combination. |
|
|
8.2. |
Subscriber shall indemnify and keep indemnified DirectFN and its Affiliate/s,
each person who controls DirectFN (if any), any directors, officers,
employees, agents, attorneys, co-branders or other partners, against
all losses, costs, expenses, charges, compensations, litigations, attorney
fees, demands, and claims incurred or suffered as a consequence or result
of breach of these EUTCs by Subscriber or use of the Services or connection
to the Services by Subscriber or as a result of infringement of Intellectual
Property Rights of DirectFN and/or its Affiliate/s or for any claim preferred
by any third party arising directly or indirectly due to omissions, commissions,
negligence, willful default, intentional or unintentional actions including
but not limited to violation of copyright, trademark, piracy or altering,
decompiling, disassembling, reverse engineering or engaging into manufacturing,
distribution, supply or use of counterfeit, pirated or unlicensed software
by Subscriber or for any reason whatsoever. |
|
|
|
|
9.Limited Warranty:
|
9.1 |
DirectFN SHALL ENDEAVOUR AND MAKE BEST EFFORTS TO PROVIDE THE INFORMATION
CONTAINED IN THE SYSTEM OR THAT WERE TRANSMITTED THROUGH THE SYSTEM,
COMPLETELY, CONTINUOUSLY AND CONCISELY SUBJECT TO AVAILABILITY OF INFORMATION
FROM THE INFORMATION PROVIDER AND ALSO OPERATIONAL PERFORMANCE OF COMMUNICATION
LINKS THROUGH WHICH THE INFORMATION IS TRANSMITTED. |
|
|
9.2 |
SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT: SUBSCRIBER’S USE OF THE
SERVICES IS AT SUBSCRIBER’S SOLE RISK. THE SERVICES ARE PROVIDED TO THE
SUBSCRIBER ON AN "AS IS" AND "AS AVAILABLE" BASIS. NOTWITHSTANDING THE
AFORESAID DirectFN EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS,
GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS
OF MERCHANTABILITY, FITNESS, COMPLETENESS, ACCURACY, TIMELINESS OR THAT
THE SAME WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF VIRUSES OR DEFECTS. |
|
|
|
|
10.Disclaim of Liability:
|
NEITHER DirectFN NOR THE INFORMATION PROVIDER/S SHALL BE LIABLE TO THE SUBSCRIBER OR ANY
OTHER PERSON, REGARDLESS OF THE CAUSE FOR ANY ERRORS, INACCURACIES OR OMISSIONS OF THE
SERVICES OR INFORMATION, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF
TO SUBSCRIBER, OR FOR ANY CLAIMS OR LOSSES ARISING THERE FROM. DirectFN HEREBY EXPRESSLY
DISCLAIMS ALL LIABILITY FOR LOSSES OR DAMAGES OF ANY KIND WHETHER DIRECT OR INDIRECT,
CONSEQUENTIAL, COMPENSATORY, ACTUAL, PUNITIVE, SPECIAL, INCIDENTAL OR EXEMPLARY, ARISING
OUT OF THE USE OF THE SERVICES OR THE REFERENCE AND RELIANCE ON ANY INFORMATION OBTAINED
ON OR THROUGH THE SYSTEM. |
|
|
|
|
|
|
11.Exclusions and Limitations:
|
Some jurisdictions bar limitation or exclusion of certain warranties, representations and
conditions or the limitation or exclusion of liability for incidental or consequential
damages. Accordingly, some of the above limitations of these EUTCs may not apply to Subscriber. |
|
|
|
|
|
|
12.Default by Subscriber:
|
DirectFN shall construe the following to be events of default by Subscriber
ie. If DirectFN determines that:- |
|
|
a. |
Subscriber commits any material or persistent breach of any provision in
these EUTCs (in case of a breach being capable of being remedied) which
shall have remained unremedied within fifteen (15) days after the receipt
of a request in writing, to remedy such breach; or |
|
|
b. |
any of Subscriber's representations in these EUTCs are untrue; or |
|
|
c. |
a petition or other proceeding in bankruptcy or insolvency is filed against
Subscriber; or |
|
|
d. |
Subscriber by any act, omission, commission, willful default or negligence
violates or contravenes the Intellectual Property Rights in the Software
and the Services, without prejudice to the aforesaid, DirectFN reserve
its right to adopt legal proceedings against Subscriber, in accordance
with the applicable law. |
|
|
|
|
13.Termination by Subscriber:
|
Subscriber may terminate these EUTCs by giving one (1) month written notice to DirectFN.
Upon such termination, Subscriber shall not be entitled to any refund of Subscription
Fees (if any) and immediately cease all use of the Information provided by DirectFN. |
|
|
|
|
|
|
14.Termination by DirectFN:
|
14.1 |
Notwithstanding anything to the contrary, DirectFN may terminate these EUTCs: |
|
|
|
|
a. |
without assigning any cause, but after giving one (01) month written notice
to Subscriber; or |
|
|
|
|
b. |
forthwith without any reason, in the event of breach of Intellectual Property
Rights in the Software and/or the Services by Subscriber or breach of
any of the Password Policies provided under these EUTCs (clause 3), or
on the instructions of the Information Provider. |
|
|
|
14.2 |
Notwithstanding the aforesaid, Subscriber agrees that DirectFN, in its sole
discretion, may (or may on the instructions of the Information Provider/s)
suspend or terminate Subscriber’s password/s, account designation/s (or
any part thereof) or use of the Services, remove and discard any Information
within the Services, deactivate or delete Subscriber’s account and all
related information and files in Subscriber’s account and/or bar any
further access to such files or the Services, discontinue providing the
Services, or any part thereof, with or without notice if DirectFN believes
that Subscriber has violated or acted inconsistently with the spirit
of these EUTCs and have not either cured the breach (if curable) or provided
a satisfactory undertaking to DirectFN or the applicable authorities,
within five (5) Business Days of receiving a notification of the breach,
or for maintenance purposes. Further, Subscriber agrees that DirectFN
shall not be liable to Subscriber or any third party for any termination
or suspension of Subscriber’s access to the Services. |
|
|
|
|
|
15.Assignment:
|
Subscriber shall not assign these EUTCs or any of Subscriber rights and obligations hereunder
without the prior written consent of DirectFN. DirectFN may assign all or any of its
rights and obligations under these EUTCs, without seeking any consent of Subscriber,
to an Affiliate or a surviving entity, in the case of merger or sale of all or substantially
any of the assets of DirectFN. |
|
|
|
|
|
|
16.Governing Law and Jurisdiction:
|
This End User Agreement shall be construed in accordance with and governed in all respects
by the laws of United Arab Emirates and the Parties submit to the exclusive jurisdiction
of Dubai courts in respect of all legal proceedings which may arise in any way whatsoever
out of this End User Agreement. |
|
|
|
|
|
|
17.Notices:
|
17.1 |
All notices, approvals, proposals and other communications required or permitted
to be given under these EUTCs to DirectFN shall be in writing and shall
be delivered by personal delivery, e-mail, or by registered or certified
post to the appropriate contact person/s set out below. Such notices
or communications shall be deemed to have been received subject to proof
of delivery. |
|
|
|
Address:
|
DirectFN Ltd,
PO Box 26730 - Dubai, UAE or
Office 3401 - Saeed Tower 2,
Sheikh Zayed Road,
Dubai, United Arab Emirates.
|
|
|
|
|
Email:
|
Found on ‘CONTACT US’ page in products provided by DirectFN (currently
at its website
www.directfn.com )
|
|
|
|
17.2 |
All notices, approvals, proposals and other communications to Subscriber
shall be, sent in writing to the appropriate contact person provided
by Subscriber to DirectFN (by personal delivery, e-mail, or by registered
or certified post) or by DirectFN posting the same in its products or
website (currently at
www.directfn.com). |
|
|
17.3 |
Either party may change its address for service after giving advance notice
to the other party |
|
|
17.4 |
All notices or communications under or in connection with these EUTCs shall
be in English or, if in any other language, accompanied by a translation
into English. In the event of any conflict between the English text and
the text in any other language, the English text shall prevail. |
|
|
17.5 |
The Services may also provide notices of changes to these EUTCs or other
matters by displaying notices on DirectFN’s website (currently at www.directfn.com).
|
|
|
|
|
|
|
|
|
|
|
18.Force Majeure:
|
Neither Subscriber nor DirectFN shall be liable for delay or failure in performance of any
of the acts required by these EUTCs when such delay or failure arises from Force Majeure
Event/s. The time for performance of any act delayed by such Force Majeure Event/s may
be postponed for a period equal to the period of the delay. However, either party shall
be at liberty to terminate these EUTCs forthwith, in case the Force Majeure Event/s continues
for more than a period of one month. |
|
|
|
|
|
|
19.Entire Agreement:
|
Any applicable subscription form/application form/order form/invoice/quotation whether electronic
or otherwise (eg. covering the Term, method of payment, price etc.) if any and/or these
EUTCs as the case may be constitute the entire agreement between Subscriber and DirectFN
and govern the use of the Services by Subscriber, superseding and cancelling all previous
or contemporaneous written and oral terms and conditions, communications and other understandings
between DirectFN and Subscriber related to the subject matter of these EUTCs and the
provision of the Services. |
|
|
|
|
|
|
20.Amendments:
|
DirectFN reserves the right to vary, amend and/or substitute these EUTCs, including any applicable
Subscription Fees from time to time without prior notice to Subscriber. Such amendments
shall be posted in DirectFN’s website (currently at
www.directfn.com) and shall be deemed to be effective and binding on Subscriber.
In the event Subscriber does not agree to the new terms and conditions made by DirectFN,
after making payment of outstanding dues (if any) Subscriber will have the right to terminate
these EUTCs, by written notice to DirectFN. |
|
|
|
|
|
|
21.Effective Date of EUTCs
|
The effective date of these EUTCs shall be the date Subscriber pays the applicable Subscription
Fees. However, Subscriber shall be bound by these EUTCs on the acceptance of the same.
These EUTCs shall be deemed to have been accepted by Subscriber, upon Subscriber subscribing
his/her/its signature to this document or electronically accepting the same. |
|
|
|
|
|
|
22.Miscellaneous
|
22.1 |
These EUTCs are between DirectFN and Subscriber, and is not for the benefit
of any third party, whether directly or indirectly. Subscriber’s interaction
with third parties and any other terms, conditions warranties or representations
associated with dealings of Subscriber and any third party are solely
between Subscriber and such third parties. DirectFN and/or Information
Provider/s shall not be responsible or liable for any loss or damage
of any sort incurred as the result of any such dealings. |
|
|
22.2 |
The failure of DirectFN to exercise in any respect any right provided for
herein will not be deemed a waiver of any further rights hereunder. |
|
|
22.3 |
If any provision of these EUTCs is found to be unenforceable or invalid,
that provision will be limited or eliminated to the minimum extent necessary
so that these EUTCs will otherwise remain in full force and effect and
enforceable. |
|
|
22.4 |
These EUTCs are not assignable, transferable or sub licensable by Subscriber
(by operation of law or otherwise) without DirectFN’s prior written consent.
DirectFN shall have the right to assign all or part of these EUTCs without
Subscriber’s approval. |
|
|
22.5 |
No agency, partnership, joint venture, or employment is created as a result
of these EUTCs and Subscriber has no authority of any kind to bind DirectFN
in any respect whatsoever. |
|
|
22.6 |
Termination or expiry of these EUTCs between DirectFN and Subscriber shall
not affect the accrued rights of the Parties at the date of termination
or expiry or affect those obligations of a continuing nature which shall
continue to apply, including, without limitation, the provisions for
liability, Warranty, Indemnification, proprietary and Intellectual Property
Rights, Software Ownership, Confidentiality and the obligation to make
payments, notwithstanding the termination or expiry of these EUTCs for
any reason whatsoever. |
|
|
|
|
|
|
|
|
|
|
23.CUSIP Global Services
|
"Subscriber agrees and acknowledges that the CUSIP Database and the information contained
therein is and shall remain valuable intellectual property owned by, or licensed to,
CUSIP Global Services ("CGS") and the American Bankers Association ("ABA"), and that
no proprietary rights are being transferred to Subscriber in such materials or in any
of the information contained therein. Any use by Subscriber outside of the clearing and
settlement of transactions requires a license from CGS, along with an associated fee
based on usage. Subscriber agrees that misappropriation or misuse of such materials will
cause serious damage to CGS and ABA, and that in such event money damages may not constitute
sufficient compensation to CGS and ABA; consequently, Subscriber agrees that in the event
of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive
relief in addition to any other legal or financial remedies to which CGS and ABA may
be entitled."
"Subscriber agrees that Subscriber shall not publish or distribute in any medium the
CUSIP Database or any information contained therein or summaries or subsets thereof to
any person or entity except in connection with the normal clearing and settlement of
security transactions. Subscriber further agrees that the use of CUSIP numbers and descriptions
is not intended to create or maintain, and does not serve the purpose of the creation
or maintenance of, a master file or database of CUSIP descriptions or numbers for itself
or any third party recipient of such service and is not intended to create and does not
serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERDirectFN
Web, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.”
"NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED,
AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE
CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO SUBSCRIBER ON AN "AS IS" BASIS, WITHOUT
ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH
RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER
CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS
OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL
OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY
CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY SUBSCRIBER
FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO
HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS
OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL."
"Subscriber agrees that the foregoing terms and conditions shall survive any termination
of its right of access to the materials identified above."
|
|
|
|
|
|
|